When being interviewed about the film by documentarians Ted Demme and Richard LaGravenese, for their film A Decade Under the Influence (2003), co-star Roy Scheider expressed in a flustered manner, "I had never been involved in a film project that spent so much time studying how a woman drinks her tea!"
The film's story is inspired by the life of model Anne St. Marie. Jerry Schatzberg taped a series of interviews with her and this became the basis of the film; she is credited as a Technical Consultant.
According to filmmaker Jerry Schatzberg, Paul Newman and Joanne Woodward were early champions of the film, helping to get it financed via their film production company at Universal.
Director Jerry Schatzberg told Faye Dunaway about the idea for the film when he was photographing her for Esquire. Dunaway, then a beginner in cinema, lobbied for the project.